Rule 8.3 - BHP BILLITON LTD

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              BHP BILLITON LIMITED
Class of relevant security    NPV
to which the dealings being
disclosed relate (Note 2)
Date of dealing               25 February 2008

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant     153,211,294      4.57%     9,799,193     0.29%
securities
(2) Derivatives        1,840      0.00%         2,000     0.00%
(other than
options)
(3) Options and            0      0.00%            0      0.00%
agreements to
purchase/sell
Total            153,213,134      4.57%    9,801,193      0.29%


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      13                   39.4600 AUD
Purchase      5,812                39.3010 AUD
Purchase      98                   39.4600 AUD
Purchase      2,280                39.3010 AUD
Purchase      251                  39.4600 AUD
Purchase      71                   39.4600 AUD
Purchase      76                   39.4600 AUD
Purchase      110,127              39.0461 AUD
Purchase      632                  39.8000 AUD
Purchase      121                  39.4600 AUD
Purchase      25                   39.4600 AUD
Purchase      578                  39.0000 AUD
Purchase      31,551               39.3009 AUD
Purchase      592                  39.3010 AUD
Purchase      1,370                39.4600 AUD
Purchase      2,800                39.3009 AUD
Purchase      324                  39.3009 AUD
Purchase      1,759                39.3009 AUD
Purchase      101,170              39.4060 AUD
Purchase      1,224                39.4600 AUD
Purchase      1,644                39.3009 AUD
Purchase      507                  39.3009 AUD
Purchase      21                   39.4600 AUD
Purchase      3,008                39.3010 AUD
Purchase      130                  39.4600 AUD
Purchase      28,284               39.3009 AUD
Purchase      72,877               39.2420 AUD
Purchase      4,928                39.3009 AUD
Purchase      1,611                39.1472 AUD
Sale          198                  39.4600 AUD
Sale          4,928                39.3452 AUD
Sale          110,127              39.0461 AUD
Sale          110,127              39.0461 AUD
Sale          38,500               39.4775 AUD
Sale          2,842                39.4600 AUD
Sale          101,170              39.4060 AUD
Sale          360                  39.4600 AUD
Sale          311,704              38.6900 AUD
Sale          72,877               39.2420 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         4928          39.3009
CFD            Long          4928          39.3451
CFD            Long          38500         39.4775

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         26 February 2008
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk